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Whats for cause & for what reason can I be removed as director? Does the board or core volunteers have the right to remove me?

Portland, OR |

I'm a director of nonprofit 501(c)(3) public benefit nonmembership corp in Oregon
I'm 1 of 3 board of directors who are volunteer representatives & were elected by the core volunteers of our org to represent them
Rest of directors are elected by the board
bylaws
Removal of Directors
Any Director elected or appointed by the Board may be removed by the Board, for cause, by the Directors then in office, except for the director in question, whenever in its judgment the best interests of Org would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of a Director shall not of itself create contract rights.

bylaws Section 2. b. At least two Directors shall have been designated by active volunteers (as defined by the Board) from their own number, to be their representatives on the Board (“Volunteer Representative Directors”). Section 4. a. Prior to the annual meeting of the Board, the Board shall arrange and hold a meeting of Org volunteers, for the purpose of designating of one or more Volunteer Representative Directors in accordance with Section 2.b. above, to the end that in no year will the Board include fewer than two Volunteer Representative Directors. b. Prior to the annual meeting of the Board, the Board shall elect the successors to the Directors whose terms expire that year, other than Volunteer Representative Directors, except that a Director shall not vote or block consensus on that Director’s own position. Nominations shall be sought from the community served by Org, including but not limited to the Board, the Staff, and Volunteers.

Attorney Answers 3


  1. Best answer

    The removal language you cite does not directly address the removal of the volunteer representatives. Having volunteer representatives is a bit unusual and would not be covered by the bylaws of most not for profits. When the idea was added to the bylaws, the board may not have covered the removal of the volunteer reps. In order to answer your questions, one would have to read all of the articles of incorporation and the bylaws as well as the Oregon statutes. However, it may be that the situation is not specifically covered so the situation is uncertain.

    Please be sure and mark the best answer. Thank you! hope this helps. ***************************************** LEGAL DISCLAIMER James Oberholtzer is licensed to practice law in the Commonwealth of Virginia and the States of Illinois, Oregon and Washington. He has offices in Chicago, Illinois and Portland, Oregon. His law practice focuses on business, estate planning ( Wills and Trusts), probate administration, tax,real estate and tax exempt organizations. The foregoing statements do not create an attorney/client relationship. These responses should be considered general legal education and are intended to provide general information about the question asked. Frequently, the question does not include important facts that, if known, could significantly change the answer. Information provided on this site should not be used as a substitute for competent legal advice from a licensed attorney that practices in the subject area in your state. The law changes frequently and varies from state to state.


  2. When “for cause” is used in a contract, it is ordinarily defined in the contract. Evidently your Bylaws do not define it. The OR corporate laws may have a definition. If not, I would say a typical definition is conviction of a felony or a misdemeanor involving moral turpitude. Or the Board may just decide to define it. Beyond that the Q is what the first clause quoted means: Does it mean any Director can be removed? Or only that “a director elected . . . by the Board” may be removed. If the latter, then the Board would not have authority to remove you, since you were elected by the core volunteers, not by the Board. This would be in keeping with the general rule of corporate law that a director can be removed only by the shareholders, and not solely by Board action.
    Since the Bylaws appear to be silent on removal by the core volunteers, they would have no authority to remove anyone.

    DISCLAIMER—This answer is for informational purposes only under the AVVO system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship. I am admitted only in California. (Bryant) Keith Martin sbbizlaw.com


  3. Obviously, they want to get rid of you. Why do you want the liability and work of remaining where you are not wanted? Simply resign. If you want to fight it speak to a nonprofit lawyer.
    I hope this helps!

    Ron Cappuccio

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